Terms of Service

• "Services" means AI consulting, implementation, strategy, automation, training, and any related professional services we provide.
• "Digital Products" means software tools, AI systems, SaaS platforms, templates, workflows, and any digital deliverables we create or provide access to.
• "Client" means the individual or entity engaging our Services or purchasing our Digital Products.
• "Deliverables" means all work product, outputs, code, configurations, and documentation produced during an engagement.
• "AI Output" means any content, analysis, recommendation, or result generated by artificial intelligence systems as part of our Services or Digital Products.

We provide AI consulting, implementation, and management services as described in individual proposals, statements of work, or service agreements. The specific scope, timeline, and deliverables for each engagement are defined in the applicable project agreement between us and the Client.

We reserve the right to determine the methods, tools, and approaches used to deliver our Services, including the selection of AI models and third-party tools, unless otherwise specified in writing.

Where we provide Digital Products (SaaS tools, AI-powered platforms, templates, or subscription-based services):

• License: We grant you a non-exclusive, non-transferable license to use the Digital Product for your internal business purposes during the subscription or license period.
• Access: We will provide reasonable efforts to maintain availability but do not guarantee uninterrupted access. Scheduled maintenance will be communicated in advance where practical.
• Restrictions: You may not reverse-engineer, redistribute, sublicense, or use the Digital Product to develop competing products.
• Updates: We may update Digital Products to improve functionality or security. Material changes to features will be communicated.

Engagements typically proceed as follows:

• Discovery: An initial consultation to understand your needs and determine fit.
• Proposal: A written scope of work including deliverables, timeline, and pricing.
• Agreement: Both parties sign the project agreement before work begins.
• Delivery: We deliver according to the agreed milestones and timeline.
• Sign-off: The Client reviews and approves deliverables before they are considered final.

The Client is responsible for providing timely access to necessary information, systems, and personnel required for project delivery.

Payment terms are specified in each project agreement. Unless otherwise agreed:

• Project fees are due according to the milestone schedule in the agreement.
• Recurring fees (retainers, subscriptions) are invoiced monthly in advance.
• All prices are in Thai Baht (THB) and exclusive of applicable VAT (7%).
• Payment is due within 30 days of invoice date.
• Withholding tax (3% or as applicable) may be deducted per Thai tax law. Please provide the withholding tax certificate (50 Bis) for our records.
• Late payments accrue interest at 1.25% per month from the due date.

We reserve the right to suspend Services or restrict access to Digital Products if payment is overdue by more than 14 days.

Intellectual property rights are allocated as follows:

• Background IP: All pre-existing frameworks, methodologies, prompt libraries, templates, and tools that we bring to an engagement remain our property. The Client receives a perpetual, royalty-free, non-exclusive license to use Background IP as incorporated into Deliverables.
• Foreground IP: Custom code, workflows, configurations, and content created specifically for the Client during an engagement are assigned to the Client upon full payment of all project fees.
• Third-party components: Deliverables may incorporate open-source software, third-party APIs, or AI platform outputs subject to their respective license terms. We will disclose material third-party dependencies.
• AI-generated content: Content generated by AI systems may not be eligible for copyright protection under Thai law. The Client assumes responsibility for any downstream use of AI-generated content.

Intellectual property rights in Deliverables do not transfer until all outstanding fees are paid in full.

Our Services and Digital Products use artificial intelligence, including third-party AI models. By engaging our Services, you acknowledge and agree that:

• AI systems may be used to process your data and generate outputs as part of service delivery.
• AI outputs may contain inaccuracies, biases, or errors. We provide human review for high-impact deliverables, but we do not guarantee the accuracy of all AI-generated content.
• Your data may be processed by AI sub-processors located outside Thailand (see our Privacy Policy for details).
• We do not use your data to train AI models. Our AI API providers are contractually prohibited from using your data for training.
• The Client is responsible for validating and approving AI outputs before deploying them in production environments or relying on them for business decisions.

We process personal data in accordance with the PDPA and our Privacy Policy. For client engagements involving personal data:

• We act as a Data Processor on behalf of the Client (Data Controller).
• A Data Processing Agreement (DPA) will be executed as part of the engagement.
• We will process data only for the purposes specified in the DPA.
• We maintain a list of AI sub-processors and will notify the Client of any changes.

The Client is responsible for ensuring they have a lawful basis to share personal data with us for processing.

Both parties agree to keep confidential any proprietary or sensitive information shared during an engagement. Confidential information includes business strategies, technical data, client lists, pricing, and unpublished work product.

Confidentiality obligations do not apply to information that is publicly available, independently developed, or required to be disclosed by law.

Confidentiality obligations survive termination of the engagement for a period of 2 years.

We warrant that our Services will be performed with reasonable skill, care, and in accordance with accepted industry practices.

We do not warrant that:

• AI outputs will be error-free, complete, or suitable for any particular purpose.
• Our Services will achieve specific business results, revenue targets, or ROI.
• Digital Products will be uninterrupted or free from defects.
• AI-generated content will be eligible for intellectual property protection.

Except as expressly stated in these Terms, all other warranties, whether express or implied, are disclaimed to the maximum extent permitted by law.

To the maximum extent permitted by Thai law:

• Our total liability for any claim arising from an engagement shall not exceed the total fees paid by the Client for that specific engagement in the 12 months preceding the claim.
• We shall not be liable for any indirect, incidental, consequential, or punitive damages, including loss of profits, data loss, or business interruption.
• The Client is solely responsible for decisions made based on AI outputs and for validating Deliverables before production use.

Nothing in these Terms excludes or limits liability for fraud, willful misconduct, or death or personal injury caused by negligence.

Either party may terminate an engagement:

• For convenience: With 30 days' written notice.
• For cause: If the other party commits a material breach and fails to remedy it within 14 days of written notice.
• Immediate termination: If the other party becomes insolvent or enters liquidation.

Upon termination, the Client shall pay for all Services rendered and expenses incurred up to the termination date. We will deliver all completed Deliverables for which payment has been received.

Our refund policy varies by service type:

• Consulting Services: If Services have not yet commenced, you may cancel and receive a full refund within 7 days of signing the agreement. After work has commenced, fees for completed milestones are non-refundable. Fees for unstarted milestones will be refunded.
• Digital Product Subscriptions: Monthly subscriptions may be cancelled at any time. No refunds for partial months. Annual subscriptions may be refunded on a pro-rata basis for unused months if cancelled within the first 30 days.
• Custom Development: Non-refundable once work has commenced, except where we fail to deliver agreed milestones.

All refunds will be processed within 15 business days of approval.

These Terms are governed by the laws of the Kingdom of Thailand.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation for a period of 30 days. If negotiation fails, disputes shall be submitted to the jurisdiction of the Thai courts.

Neither party shall be liable for failure or delay in performance caused by events beyond reasonable control, including natural disasters, pandemics, government actions, internet or infrastructure failures, or disruptions to third-party AI services. The affected party must notify the other party promptly and make reasonable efforts to resume performance.

We may update these Terms to reflect changes in our services, legal requirements, or business practices. Material changes will be communicated via our website or direct notification for active clients. Continued use of our Services or Digital Products after changes constitutes acceptance of the updated Terms.

For questions about these Terms of Service:

• Company: BCIS Company Limited (operating as 1% EVO)
• Email: hello@1percentevo.com
• Address: 11/23 Moo 2, Tambon Tha Sa-an, Amphoe Bang Pakong, Chachoengsao 24130, Thailand